Chat Leap Terms of Service
Last Revised: January _1_, 2017
Chat Leap Ltd., a company incorporated under the laws of Israel (“Chat Leap”, “we”, “our”), welcomes you (“User(s)” or “you”) to our proprietary software platform that provides a marketing automation suite for instant messaging and enables, among other functionalities, deploying “Chatbots” to certain social media and/or instant messaging platforms, such as Facebook Messenger, Kik and Telegram, interacting with such chatbots, viewing engagement statistics via dashboards and broadcasting messages to a user audience (the “Services”). You may use the Services to which you subscribed in accordance with the terms and conditions hereunder.
By entering, connecting to, accessing or using the Services, you acknowledge that you have read and understood the following Terms of Service, including the terms of our Privacy Policy which is available at: https://app.chatleap.com/privacy (collectively, the “Terms”) and you agree to be bound by them and to comply with all applicable laws and regulations regarding your use of the Services. You further acknowledge that these Terms constitute a binding and enforceable legal contract between Chat Leap and you.
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ENTER INTO, CONNECT TO, ACCESS OR USE THE SERVICES IN ANY MANNER.
The Services are available only to individuals who (a) are at least eighteen (18) years old (see Section 19 below); and (b) possess the legal authority to enter into these Terms and to form a binding agreement under any applicable law.
Subject to payment by User of the applicable Consideration (as defined below) and compliance with these Terms, Chat Leap will use commercially reasonable efforts to provide you the Services during the term of your subscription.
Chat Leap will provide you with its customary assistance in setting up the Services by providing instructions on how to connect the standard Services with your software programs, applications or social media and messaging accounts, as applicable, based on the Services to which you subscribed. You must cooperate with Chat Leap by providing any applicable passwords, tokens or other means of access or verification.
Chat Leap may provide you with certain software code, materials or information that are designed to assist you in enabling the Services to access or communicate with your software programs, applications or social media and messaging accounts (collectively referred to herein as an “SDK”). You may use the SDK solely for the purpose of enabling such access or communication between the Services and your software programs, applications or social media and messaging accounts.
You may use the Services only as part of the services that you provide to your End Users. “End User” is a user/visitor of your social media page that has entered into an agreement with you that includes without limitation the following terms: (a) protection of Chat Leap’s proprietary rights and confidential information at a level that is at least equivalent to the protection afforded by these Terms; (b) limitations on Chat Leap’s liability and warranty disclaimers consistent with those set forth herein.
You may acquire additional professional services from Chat Leap, as may be offered by Chat Leap and requested by you from time to time (“Professional Services”). Chat Leap shall make its best reasonable efforts to provide any Professional Services acquired by you, as shall be described in a statement of work, in the form provided by Chat Leap and accepted by you, and for the consideration set forth therein. For purposes herein, and to the extent acquired by you, the term “Services” shall also include any Professional Services.
You understand that the Services may include initiated communication with End Users. You represent, warrant and undertake to Chat Leap that you shall obtain and maintain in full force and effect all consents required under applicable law from your End Users to receive such communications, including without limitation all applicable “anti-spam” and other similar laws in all applicable jurisdictions, and, where required by applicable law, shall include an option for the End User to “opt-out” of receiving such communications.
The Services may include certain information resources and content, such as contact information, videos, text, logos, button icons, images, data compilations, links, other specialized content, documentation, data, related graphics, know-how, designs, data, the “look and feel” of the Services, GUI, interactive features and other features obtained from or through the Services (collectively, the “Content”).
As part of the registration process, you will identify an administrative user name and password for your Chat Leap account (“Account”). Registration may be done by using your existing social media and/or instant messaging account.
Your Account is password protected. In order to protect the security of your personal and business information available on your Account to the greatest extent possible, you must safeguard and not disclose your Account log-in details and you must supervise the use of such Account. You are fully and solely responsible for the security of your computer system and all activity on your Account, even if such activities were not committed by you. Chat Leap reserves the right to refuse registration of, or to remove or reclaim any username at any time, for any reason, at its sole discretion. You must provide accurate and complete information when creating an Account and you agree not to misrepresent your identity or your Account information. You agree to keep your Account information up to date and accurate.
If you wish to either change your user name or password to log-in to the Services, or cancel and remove your Account, you may use Services menus, if available, or you can send us an e-mail of your request to: support@chatleap.com. Your Account will terminate within reasonable time following your request, and from that date of termination you will no longer be able to access your Account (see further details with respect thereto in the Privacy Policy).
CANCELLING YOUR ACCOUNT MAY CAUSE THE LOSS OF CERTAIN INFORMATION YOU PROVIDED TO US AND/OR THE CAPACITY OF YOUR ACCOUNT. WE DO NOT ACCEPT ANY LIABILITY FOR SUCH LOSS.
You may purchase subscriptions to the Services by submitting orders to Chat Leap. All orders are subject to acceptance by Chat Leap. The applicable fees for Services (the “Consideration”) shall be as stipulated in the price list published or otherwise provided by Chat Leap from time to time. Chat Leap reserves the right to amend the price list from time to time in its sole discretion, in which case any further purchase of additional Services shall be subject to the price list in effect at the time of additional purchase or renewal.
All payments under these Terms are of net income. You shall bear all value added, state, local, withholding, and other taxes or other charges applicable to the Services (but not any taxes based upon Chat Leap’s gross revenues or net income such as corporate income taxes).
When registering for the Services, you will provide Chat Leap with valid and updated credit card information. By providing such information and using the Services, you authorize Chat Leap to charge such credit card for all Services purchased by you from time to time including all automatic renewal periods. Such charges shall be made for each period in advance and Chat Leap will provide you with an invoice and payment confirmation by email to the email address provided by you when registering for the Services or any updated email address provided by you in your Account. You are responsible for providing complete and accurate billing and contact information to Chat Leap and notifying Chat Leap in writing of any changes to such information. If any charge is not processed or is rejected, Chat Leap may immediately discontinue your access to the Services. It is agreed that all past due amounts under these Terms shall bear interest at the maximum rate permitted by law, beginning with the date on which the applicable amount became due. No refunds will be provided, including with respect all automatic renewal periods, unless required under applicable law or explicitly set forth in these Terms.
We respect your and your End User’s privacy and are committed to protect the information you and/or your End Users share with us. We believe that you and your End Users have a right to know our practices regarding the information we collect when you connect to, access or use the Services. Our policy and practices and the type of information collected are described in our Privacy Policy available at https://app.chatleap.com/privacy which is incorporated herein by reference. You agree that Chat Leap may use personal information that you or your End Users provide or make available to Chat Leap in accordance with the Privacy Policy. You hereby represent that you have received any required consents under any applicable privacy laws, from your End Users, for the collection and use of their information by or on behalf of Chat Leap in accordance with the Privacy Policy, for the purposes set forth herein. The Privacy Policy is subject to amendment by Chat Leap as described therein.
You shall not disclose to third parties nor use for any purpose other than for the proper use of the Services any Confidential Information received from Chat Leap in whatever form under these Terms or in connection with the Services without the prior written permission of Chat Leap. “Confidential Information” shall mean all data and information, not made available to the general public, oral or written, that relates to Chat Leap’s past, present, or future research, development or business activities, information relating to services, developments, inventions, processes, plans, financial information, customer and supplier lists, forecasts, and projections. You shall limit access to Confidential Information to those of your personnel for whom such access is reasonably necessary for the proper use of the Services under these Terms. Such personnel shall be bound by written confidentiality obligations not less restrictive than those provided for herein. You shall be responsible for any breach of these Terms by any of your personnel. You shall protect the Confidential Information with the same degree of care, but no less than a reasonable degree of care, to prevent unauthorized disclosure or use of Confidential Information, as you exercise in protecting your own proprietary information. The aforementioned limitations shall not apply to Confidential Information which you can demonstrate: (i) was in your possession prior to disclosure hereunder, provided that, immediately upon disclosure, you have brought this fact to the attention of Chat Leap; or (ii) was in the public domain at the time of disclosure or later became part of the public domain without breach of the confidentiality obligations herein contained; or (iii) was disclosed by a third party without breach of any obligation of confidentiality; or (iv) is disclosed pursuant to administrative or judicial action, provided that you shall use your best efforts to maintain the confidentiality of the Confidential Information. If only a portion of the Confidential Information falls under any of the above alternatives, then only that portion of the Confidential Information shall be excluded from the use and disclosure restrictions of these Terms.
You acknowledge and agree that the Services, the SDK, the software underlying the Services and the SDK (the “Software”) and the Content are proprietary products of Chat Leap and its licensors, protected under patents, copyright laws and international treaties. You further acknowledge and agree that all right, title and interest in and to the Services, the SDK, the Software and the Content, including associated intellectual property rights and all improvements, modifications, revisions, derivative works, non-recurring engineering, customization and integration work product, customer feedback, suggestions, white-label branded products and data generated by or on behalf of Chat Leap in connection with your and/or your End Users’ access and use of the Services, are and shall remain the sole and exclusive property of Chat Leap and its licensors. These Terms and the rights granted hereunder do not convey to you any interest in or to the Services, SDK, Software or Content. You shall not remove or alter any copyright notice, trademark or other proprietary or restrictive notice or legend affixed to, embedded, contained or included in the Software, SDK, Services or any Content or other material provided by Chat Leap. In the event that you requested from Chat Leap, and Chat Leap agreed to make available to you, a white-label branded product for your End Users with your branding, you hereby grant to Chat Leap a perpetual, worldwide, royalty-free license to use your trademarks, trade dress, logos, display, etc. (“Your Trademarks”) for use and display in connection with such white-label branded application.
To the extent you provide any feedback, comments or suggestions to Chat Leap (“Feedback”), Chat Leap shall have an exclusive, royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into any Chat Leap current or future products, technologies or services and use the same for any purpose, all without further compensation to you and without your approval. You agree that all such Feedback shall be deemed to be non-confidential. Furthermore, you warrant that your Feedback is not subject to any license terms that would purport to require Chat Leap to comply with any additional obligations with respect to any Chat Leap current or future products, technologies or services that incorporate any Feedback.
Other than the rights expressly licensed hereunder, no other rights or interests whatsoever in the Services, the SDK, the Software and/or the Content, are transferred or granted to you. You may not, and may not permit or aid others to, translate, reverse engineer, decompile, disassemble, update, modify, create derivative works of, reproduce, duplicate, copy, distribute or otherwise disseminate all or any part of the Software, or extract or attempt to extract source code from the object code of the Software. Except as provided for herein, you may not make any commercial use of the Services or the Software, whether or not for consideration. You may not use the Services or the Software for any illegal, unlawful or unauthorized purposes.
Without derogating from the generality of the foregoing, the following restrictions apply to your use of the Services. Failure to comply with such restrictions will constitute a breach of these Terms: (a) you may not actually or seek to interfere with or disrupt the operation of the Services; (b) you may not actually or seek to interfere with or violate other users' rights to privacy and other rights, or harvest or collect data and information about users without their express consent, whether manually or with the use of any robot, spider, crawler, site search or retrieval application, or other automatic device or process to access the Services applications, websites, servers or databases and/or retrieve index and/or data-mine information; (c) you may not actually or seek to impersonate any person or entity or provide false or misleading personal information; (d) you may not transmit or otherwise make available through or in connection with the Services any virus, “worm”, “Trojan Horse”, “time bomb”, “web bug”, spyware, or any other computer code, file, application or program that is malicious by nature or defective, and may, or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (e) you may not use the Services to distribute any obscene or pornographic material content, adult material, or other mature content; (f) you may not use the Services to distribute violent content, content pertaining to racial intolerance, or advocacy against any individual, group, or organization; (g) you may not use the Services for gambling or promotion of gambling; (h) you may not use the Services to distribute any content related to compensation programs where users are encouraged to click on ads or offers, perform searches, surf websites, reads emails, or similar activities or links to websites made for the sole purpose of clicking on advertisements; (i) you may not use the Services for any other illegal, unlawful or unauthorized purposes; and (j) you may not access the Services in order to build a competitive product or service.
Anything you post, upload, share, store, or otherwise provide to your End Users or other third parties through the Services, including through a chatbot generated and/or deployed using the Services, is your “User Generated Content.” Some User Generated Content is viewable by other users. In order to display your User Generated Content on the Services, and to allow other users to enjoy it (where applicable), you grant us certain rights in the User Generated Content. Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to any User Generated Content that is also personally identifiable information. For all User Generated Content, you hereby grant Chat Leap a license to translate, modify, reproduce, display, perform, distribute and otherwise act with respect to such User Generated Content, in each case to enable us to operate the Services in accordance with its different functionalities. You agree that the licenses you grant with respect to User Generated Content are royalty-free, perpetual, sub-licensable, irrevocable, and worldwide. You acknowledge and agree that Chat Leap, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Generated Content to conform and adapt the User Generated Content to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.
The Services may allow you to receive unsolicited messages or notices from Chat Leap, or to use the Services to send unsolicited messages or notices to your End Users, through the social media and/or instant messaging platform on which you use the Services. Chat Leap may provide an “opt-out” or “unsubscribe” option to any such unsolicited messages. If you or any of you End Users do not wish to receive unsolicited messages from Chat Leap or otherwise through the Services, you or your End User may simply click on the “opt-out” or “unsubscribe” option made available by Chat Leap.
Chat Leap may add features or functionality or improve or change or modify the Services at any time at its sole discretion. Chat Leap will not intentionally remove material features or functionality, other than beta or test features or functionality, during a term for which you have paid for Services that include such features or functionality.
These Terms are effective upon your clicking the “ACCEPT” button, subscribing to the Services and/or using the Services, and shall continue until terminated. Chat Leap may terminate these Terms with immediate effect at any time upon the giving of written notice in case of any breach by you of these Terms or any other agreement between Chat Leap and you or your employees or End Users that has not been cured within 15 days following a written notice thereof from Chat Leap. In addition, Chat Leap may terminate these Terms or any part of the Services or support at the end of the period for which you last paid subscription fees for the applicable Services or support. Upon termination of these Terms for any reason, you and your End Users will no longer have any rights to use the Services and Chat Leap will discontinue all access. All provisions hereof that by their nature should survive termination of these Terms shall survive termination of these Terms.
While using the Services you may encounter links to third party websites. In addition, third parties may provide their own services through the Services. Please be advised that such third party websites and services are independent from the Services, and we assume no responsibility or liability whatsoever with respect to such third party websites and services. We encourage you to carefully read the terms of use or service of such third party websites and services.
TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, THE SERVICES, INCLUDING WITHOUT LIMITATION THE SDK, THE SOFTWARE AND ANY CONTENT, DATA AND INFORMATION, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND CHAT LEAP, INCLUDING ITS VENDORS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, LICENSORS, AGENTS AND SUPPLIERS (“CHAT LEAP REPRESENTATIVES”) DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
THE SERVICES' AVAILABILITY AND FUNCTIONALITY DEPENDS ON VARIOUS FACTORS, SUCH AS COMMUNICATION NETWORKS, HARDWARE, SOFTWARE AND CHAT LEAP’S SERVICE PROVIDERS AND CONTRACTORS. WE DO NOT WARRANT OR GUARANTEE (I) THAT THE SERVICES ARE OR WILL BE SECURE, TIMELY, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERRORS, OR FREE OF VIRUSES, DEFECTS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS, (II) THAT WE WILL CORRECT ANY ERRORS OR DEFECTS IN THE SERVICES, AND/OR MAKE ANY REPRESENTATION REGARDING THE USE, INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE SERVICES AND/OR CONTENT AVAILABLE THEREON OR THROUGH THE SERVICES (INCLUDING THAT THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS). CHAT LEAP HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE USE OF THE SERVICES, SDK, SOFTWARE AND/OR CONTENT, INCLUDING BUT NOT LIMITED TO THE AVAILABILITY, RELIABILITY OR THE QUALITY OF THE SERVICES, AND IS NOT AND SHALL NOT BE RESPONSIBLE FOR ANY ERROR, FAULT OR MISTAKE RELATED TO THE SERVICES, SDK, SOFTWARE AND/OR CONTENT.
YOU AGREE THAT USE OF THE SERVICES, SDK, SOFTWARE AND/OR CONTENT IS ENTIRELY AT YOUR OWN RISK.
INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
Chat Leap agrees to indemnify you from any infringement by the Services or Software of third parties’ intellectual property rights, and to pay all direct costs, settlements, or judgments finally awarded; provided, however, that (1) you have given Chat Leap a prompt written notice of the relevant claim, suit, demand, notice or action alleging such infringement; (2) you shall reasonably cooperate with Chat Leap in the defense and settlement thereof; and (3) Chat Leap shall have sole control of the defense of such claim, suit, demand, or action and the settlement or compromise thereof. The foregoing shall not apply to the extent that the infringement arises: (i) from the use of the Services or Software in a manner for which they were not intended, (ii) from the use of the Services or Software not in compliance with the documentation or instructions provided by Chat Leap, or (iii) where the infringement results from the alteration or modification of the Services or Software, or the combination of the Services or Software with your or a third party’s systems, services or applications, where the unaltered or unmodified Services or Software, or the Services or Software standing alone, as applicable, would not have infringed upon third party’s intellectual property rights. The forgoing provision sets forth your exclusive and entire remedy against Chat Leap with respect to any action, suit, demand or claim for an alleged infringement of intellectual property rights by the Services or Software or any component thereof.
You agree to defend, indemnify and hold harmless Chat Leap, including Chat Leap Representatives, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) resulting from or in connection with (a) your use or alleged use of the Services that is not in accordance with these Terms and Chat Leap’s documentation and instructions, (b) breach or alleged breach by you of any law, rule or regulation, (c) Your User Generated Content, (d) Your Trademarks, (e) your violation of any third party rights, including without limitation any intellectual property rights or privacy right of such third party with respect to your use of the Services; and (f) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party with relation to your use of the Services, the SDK, the Software and/or the Content. It is hereby clarified that this defense and indemnification obligation will survive termination of these Terms. Without derogating from the foregoing, we reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in which event you will fully cooperate with us in asserting any available defense. You agree not to settle any matter subject to an indemnification by you without first obtaining our prior express written approval.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, IN NO EVENT SHALL CHAT LEAP, INCLUDING CHAT LEAP REPRESENTATIVES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, TORT OR STRICT LIABILITY, AND INCLUDING WITHOUT LIMITATION, LOSS OF GOODWILL, PROFITS OR DATA AND BUSINESS INTERRUPTION) ARISING HEREUNDER, RESULTING FROM OR ARISING OUT OF THE SERVICES, SDK, SOFTWARE AND/OR CONTENT, YOUR USE OR INABILITY TO USE THE SERVICES, SDK, SOFTWARE AND/OR CONTENT AND/OR THE FAILURE OF THE SERVICES TO PERFORM AS DESCRIBED OR EXPECTED, OR FROM THE PERFORMANCE OR FAILURE OF CHAT LEAP TO PERFORM UNDER THESE TERMS, ANY OTHER ACT OR OMISSION OF CHAT LEAP BY ANY OTHER CAUSE WHATSOEVER; OR BASED UPON BREACH OF WARRANTY, GUARANTEE OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER CHAT LEAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, CHAT LEAP’S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SERVICES OR THE CONTENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU, IF ANY, TO CHAT LEAP FOR USE OF THE SERVICES, DURING A PERIOD OF 1 YEAR PRECEDING SUCH CLAIM FOR DAMAGES OR LOSSES, OR US$ 100, WHICHEVER IS GREATER. INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
The limited warranties, warranty disclaimers, exclusive remedies and limited liability provisions set forth herein are fundamental elements of these Terms and the Services provided hereunder, and allocate risk under these Terms between you and Chat Leap in light of the fees charged by Chat leap for provision of the Services.
Chat Leap may, at its sole discretion, change these Terms from time to time, including any other policies incorporated thereto, so please re-visit this page frequently. In case of any material change, we will make reasonable efforts to post a clear notice on the Services and/or will send you an e-mail (to the extent that you provided us with an e-mail address) regarding such change. Such material changes will take effect seven (7) days after such notice was provided on our Services or sent via e-mail, whichever is the earlier. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date and your continued use of the Services on or after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes. In the event that the Terms should be amended to comply with any legal requirements, the amendments may take effect immediately, or as required by the law and without any prior notice.
Chat Leap may at any time, at its sole discretion, cease the operation of the Services or any part thereof, temporarily or permanently, without giving any prior notice. You agree and acknowledge that Chat Leap does not assume any responsibility with respect to, or in connection with the termination of the Services' operation and loss of any data. The provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive.
To use the Services you must be over the age of eighteen (18). We reserve the right to request proof of age at any stage so that we can verify that minors under the age of eighteen (18) are not using the Services. In the event that it comes to our knowledge that a person under the age of eighteen (18) is using the Services, we will prohibit and block such User/End User from accessing the Services and will make all efforts to promptly delete any Personal Information (as such term is defined in our Privacy Policy) with regard to such User.
The Services and Software may use or include third party software, files and components that are subject to open source and/or third party license terms (“Third Party Components”). Your right to use such Third Party Components as part of, or in connection with, the Services and Software is subject to any applicable acknowledgements and license terms accompanying such Third Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and these Terms, the licensing terms of the Third Party Components shall prevail in connection with the related Third Party Components. Such Third Party Components are provided on an “AS IS” basis without any warranty of any kind and shall be subject to any and all limitations and conditions required by such third parties. Under no circumstances shall the Services or Software or any portion thereof (except for the Third Party Components contained therein) be deemed to be “open source” or “publicly available” software. Certain Third Party Components’ licensing obligations and/or notices are provided for your informational purposes in connection with the Services at https://app.chatleap.com/opensource.
When you use the Services on a social media and/or instant messaging platform, your use of the Services is also governed by the platform provider’s terms of service and privacy policies.
For example, if you use the Services on Facebook, your use of the Services is also governed by and subject to the Facebook Platform Policies (located at https://developers.facebook.com/policy) and Facebook Commerce Product Merchant Agreement (currently located at: https://www.facebook.com/legal/commerce_product_merchant_agreement), which are hereby incorporated by reference and are a part of these Terms.
As another example, if you use the Services on Kik, your use of the Services is also governed by and subject to the Kik Terms of Service (located at https://www.kik.com/terms), which are hereby incorporated by reference and are a part of these Terms.
You are solely responsible and liable for complying with the applicable platform’s terms and policies.
(a) These Terms constitute the entire terms and conditions between you and Chat Leap relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Chat Leap. (b) Any claim relating to the Services and/or the Content contained therein will be governed by and interpreted in accordance with the laws of the State of Israel without reference to its conflict-of-laws principles. (c) Any dispute arising out of or related to the Services will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of the Tel-Aviv-Jaffa district, Israel, provided, however, that nothing herein shall be deemed to preclude Chat Leap from bringing any suit, enforcing any right or taking other legal action in your local jurisdiction or any other jurisdiction. You agree to waive all defenses of lack of personal jurisdiction and forum non-convenience and agree that process may be served in a manner authorized by applicable law or court rule. Notwithstanding the foregoing, Chat Leap may seek injunctive relief in any court of competent jurisdiction. (d) These Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto. (e) No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. (f) YOU ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. (g) If any provision hereof is adjudged by any court of competent jurisdiction to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect while most nearly adhering to the intent expressed herein. (h) You may not assign or transfer these Terms (including all rights and obligations hereunder) without our prior written consent and any attempt to do so in violation of the foregoing shall be void. (i) We may assign or transfer these Terms without restriction or notification. (j) No amendment hereof will be binding unless in writing and signed by Chat Leap. (k) The parties agree that all correspondence relating to these Terms shall be written in the English language. (l) Neither party shall be liable for any costs or damages due to nonperformance under these Terms, arising out of any cause or event not within the reasonable control of such party and without its fault or negligence, such as an act of God, act of war, labor disputes, reason of fire, floods and similar circumstances.
If you have any questions (or comments) concerning the Terms, you are most welcome to send us an e-mail and we will make an effort to reply within a reasonable timeframe: support@chatleap.com.
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